Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further improve the inside information management system of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”), keep the inside information confidential, effectively prevent securities violations such as insider trading, and safeguard the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The measures for the administration of information disclosure of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines for the supervision of listed companies No. 5 – the registration and management system for insiders of listed companies, and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) This system is formulated in accordance with the relevant provisions of laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation guidelines”).
Article 2 the scope of application of this system includes the company and its subordinate departments, branches, subsidiaries (including subsidiaries in which the company directly or indirectly controls more than 50% and other subsidiaries included in the company’s consolidated accounting statements) and joint-stock companies in which the company can have a significant impact (hereinafter referred to as “joint-stock companies”).
Article 3 the board of directors of the company shall be responsible for the registration and management of insiders of the company’s insider information, and the Secretary of the board of directors shall organize the implementation; The person in charge of other departments, branches, subsidiaries and joint-stock companies that can have a significant impact on them is the person in charge of confidentiality within their management scope, and is responsible for the reporting and transmission of insider information. The board of directors of the company shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman is the main person in charge. The Secretary of the board of directors is responsible for the registration and filing of insiders of the company.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 4 the Securities Investment Department of the company is the daily work department of the registration and management of insider information of the company, which is specifically responsible for the registration, disclosure, filing, supervision and management of insider information and insider information of the company.
Article 5 the directors, supervisors and senior managers of the company and the heads of all departments, branches, subsidiaries and joint-stock companies of the company shall keep the inside information confidential, and actively cooperate with the Secretary of the board of directors to register and report the insiders of the inside information. The insiders shall be responsible for confidentiality and shall not disclose or disclose the inside information before the inside information is disclosed according to law, It is not allowed to use inside information to buy and sell the company’s securities and their derivatives, or carry out inside trading or cooperate with others to manipulate the securities trading price.
Article 6 the company shall strengthen the education and training of insiders, ensure that insiders clarify their rights, obligations and legal responsibilities, urge relevant personnel to strictly perform their duties of information confidentiality, and resolutely put an end to insider trading and other securities violations.
Chapter II Scope of inside information and insiders
Article 7 the insider information mentioned in this system refers to the information that has not been publicly disclosed on the information disclosure media or website of listed companies designated by the CSRC, which is known by insiders and involves the operation and finance of the company or has a significant impact on the trading price of the company’s stocks, securities and their derivatives according to the relevant provisions of the securities law, including but not limited to:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time; (III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts, or has large liability for compensation;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) change of directors, more than 1 / 3 supervisors or general manager of the company; The chairman or general manager is unable to perform his duties;
(VIII) the shareholders or actual controllers who hold more than 5% of the shares of the company have a great change in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have a great change in their engagement in the same or similar business as the company;
(IX) the company’s plans for dividend distribution and capital increase, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy; Being ordered to go bankrupt or close down according to law;
(x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） Major changes in the company’s ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（15） The company fails to pay off its due debts;
（16） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（18） The company incurred major losses exceeding 10% of the net assets at the end of the previous year;
（19） Other circumstances stipulated by laws, regulations and normative documents or recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange.
The term “not disclosed” as mentioned in the preceding paragraph means that such information has not been officially disclosed in the information disclosure newspapers and websites designated by the company.
Article 8 the insider referred to in this system refers to the relevant personnel specified in Article 51 of the securities law, including:
(I) the company and its directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controller of the company and its directors, supervisors and senior managers;
(III) the company controlled or actually controlled by the issuer and its directors, supervisors and senior managers;
(IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) the acquirer or major asset transaction party of the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions who can obtain insider information due to their position and work;
(VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(VIII) staff of relevant competent departments and regulatory institutions who can obtain inside information due to their statutory duties in the issuance and trading of securities or the management of the company and its acquisitions and major asset transactions;
(IX) other insider information specified in laws, regulations and normative documents or recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange.
Chapter III circulation of inside information and registration and filing of insiders
Article 9 directors, supervisors, senior managers and other insiders of inside information of the company shall take necessary measures to control the insiders of inside information to a minimum before the public disclosure of inside information.
Before the company discloses the inside information according to law, the insiders of the inside information shall properly keep the documents, disks, optical discs, floppy disks, audio (video) tapes, meeting minutes, resolutions and other materials containing the inside information, as well as the paper media, optical media, electromagnetic media and other carriers, and shall not lend them to others for reading and copying, or hand them over to others for carrying and keeping without authorization. Insiders of inside information shall take corresponding confidentiality protection measures to ensure that the relevant inside information stored on computers, disks and other media will not be accessed or copied.
Before the public disclosure of inside information according to law, the company and its controlling shareholders and actual controllers shall mark “inside information” on paper media, optical media, electromagnetic media and other carriers carrying inside information, and take appropriate confidentiality and protection measures. The making, sending, receiving, transmission, use, reproduction, preservation, maintenance and destruction of inside information carriers shall be recorded as necessary. It is prohibited to copy, record and store inside information without marking or exceeding authority, and to disclose, transfer or disseminate inside information to irrelevant personnel.
Article 10 before the official public disclosure of inside information, the company shall fill in the file of insiders of inside information (see the annex for the format) in accordance with the system, truthfully, completely and timely record and summarize the list of insiders of inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method, and so on Content, stage and other information for the company’s self inspection and relevant regulatory authorities to inquire, and report to Shenzhen Stock Exchange at the same time as submitting relevant information disclosure documents to Shenzhen Stock Exchange.
Article 11 insiders of inside information shall fill in the archives of insiders of inside information from the date they learn the inside information. The Secretary of the board of directors has the right to require insiders to provide or supplement other relevant information.
Article 12 the directors, supervisors, senior managers, departments, branches, subsidiaries, joint-stock companies and their principals of the company shall actively cooperate with the company in the registration and filing of insiders of inside information, and timely inform the insiders of inside information and the changes of relevant insiders of inside information.
Shareholders, actual controllers, affiliates, acquirers, counterparties of major asset restructuring, securities companies, securities service institutions and other insiders who hold more than 5% of the shares of the company shall actively cooperate with the company in the registration and filing of insiders, and timely inform the company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders.
Before the public disclosure of inside information according to law, the controlling shareholder and actual controller of the company shall not abuse their shareholder rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 13 the company shall pay attention to the abnormal transactions of the company’s securities and their derivatives and the reports of the media (including online media) on the company. In case of abnormal fluctuations in the trading of the company’s securities and their derivatives, or media reports and market rumors may have a significant impact on the trading of the company’s securities and their derivatives, the company shall timely learn the situation from the controlling shareholders, actual controllers and other relevant parties by means of written inquiry, and require them to give a written reply on relevant matters in a timely manner.
The chairman of the board of directors and the Secretary of the board of directors shall review the written replies provided by the above parties, disclose and clarify relevant information in a timely, true, correct and complete manner in accordance with legal procedures, and timely apply for suspension of stock trading in accordance with relevant regulations, so as to eliminate the adverse effects as soon as possible.
Article 14 in case of any of the following circumstances, the company shall submit the relevant information disclosure documents to Shenzhen Stock Exchange and Fujian securities regulatory bureau at the same time, and submit the insider files of the company’s insider information to Shenzhen Stock Exchange and Fujian securities regulatory bureau, including but not limited to:
(I) learning that the company has been acquired;
(II) the board of directors of the company deliberates and approves the major asset restructuring plan or scheme;
(III) the company’s board of directors deliberates and approves the securities issuance plan;
(IV) the company’s board of directors deliberates and adopts the draft of merger and division;
(V) the board of directors of the company deliberates and approves the share repurchase plan;
(VI) the company plans to disclose annual report and semi annual report;
(VII) the board of directors of the company deliberated and approved the profit distribution plan and the plan of converting capital reserve into share capital; The above-mentioned “high transfer” refers to that the total number of bonus shares and capital reserve converted into share capital for every 10 shares reaches more than 10 shares (including 10 shares);
(VIII) the board of directors of the company deliberated and approved the draft of equity incentive and employee stock ownership plan;
(IX) other matters that may have a significant impact on the trading price of the company’s shares and their derivatives, such as major investment, major foreign cooperation or signing major contracts for daily operation;
(x) before the company discloses major events, the company’s shares have been trading abnormally;
（11） Other circumstances recognized by CSRC or Shenzhen Stock Exchange.
Article 15 the process of registration and filing of insiders of the company’s insider information is as follows:
(I) when inside information occurs, the insider who knows the information (mainly the person in charge of each department and organization of the company) shall inform the Secretary of the board of directors at the first time. The Secretary of the board of directors shall timely inform the relevant insiders of the confidentiality obligation and the responsibility for violating the confidentiality provisions by signing a confidentiality agreement, a notice prohibiting insider trading and other necessary means, and control the transmission of insider information and the scope of insiders in accordance with the provisions of relevant laws, regulations and normative documents.
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the insider information insider file at the first time, and timely verify the insider information and insiders to ensure the authenticity and accuracy of the contents filled in the insider information insider file.
(III) report to Fujian securities regulatory bureau and Shenzhen Stock Exchange in accordance with relevant regulations.
Article 16 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company, as well as other matters that have a significant impact on the trading price of the company’s securities and their derivatives, they shall fill in the file of the insider of the unit.
Where securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the trading price of the company’s securities and their derivatives, they shall fill in the files of the insiders of the institution.
Acquirers, counterparties of major asset restructuring and other initiators involved in the company and having a significant impact on the trading price of the company’s securities and their derivatives shall fill in the files of insiders of the unit.
The above-mentioned entities shall deliver the insider files to the company in stages according to the progress of the matter, but the delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. The files of insiders of inside information shall be filled in in accordance with the requirements of Article 10 of this system.
The company shall register the insiders of the inside information in the circulation of the inside information it knows, and do a good job in the first to second paragraphs of this article
